| Tue 26 Jun 2007, 9:00 | | NPN - Naspers - Summary of the audited results of |
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NPN
NPN
NPN - Naspers - Summary of the audited results of the Naspers Group for
the year ended 31 March 2007 and dividend declaration
Naspers Limited
(Registration Number: 1925/001431/06)
ISIN: ZAE000015889 & JSE share code: NPN
("Naspers")
Provisional Report
Summary of the audited results of the Naspers group for the year ended 31
March 2007
Consolidated Income Statement
Year Year ended
ended
31 March 31 March
2007 2006
R`m R`m
Revenue 19 508 15 706
Cost of providing services and sale of goods (10 661) (8 754)
Selling, general and administration expenses (5 188) (3 948)
Other (losses)/gains - net (28) -
Operating profit 3 631 3 004
Net finance costs (376) 16
Share of equity-accounted results 339 95
Profit on sale of investments, net 24 74
Impairment of equity-accounted investments (176) -
Profit before taxation 3 442 3 189
Taxation (1 251) (935)
Profit after taxation 2 191 2 254
Profit from discontinued operations - 32
Profit arising on discontinuance of operations - 1 032
Profit for the year 2 191 3 318
Attributable to:
Naspers shareholders 1 999 3 161
Minority shareholders 192 157
2 191 3 318
Core headline earnings for the period (R`m) 2 812 2 027
Core headline earnings per N ordinary share 951 714
(cents)
Headline earnings for the period (R`m) 2 560 2 168
Headline earnings per N ordinary share (cents) 866 764
Fully diluted headline earnings per N ordinary 832 722
share (cents)
Earnings per N ordinary share (cents) 676 1 114
Fully diluted earnings per N ordinary share 649 1 053
(cents)
Net number of shares issued (`000)
- At period-end 344 632 290 555
- Weighted average for the period 295 756 283 719
- Fully diluted weighted average 307 847 300 243
Abridged Consolidated Balance Sheet
31 March 31 March
2007 2006
R`m R`m
ASSETS
Non-current assets 16 015 7 186
Property, plant and equipment 4 089 3 689
Goodwill and other intangible assets 1 551 1 159
Investments and loans 9 663 1 297
Programme and film rights 204 171
Derivative financial instruments 2 33
Deferred taxation 506 837
Current assets 16 169 10 067
TOTAL ASSETS 32 184 17 253
EQUITY AND LIABILITIES
Share capital and reserves 21 143 7 032
Minority interest 427 172
Non-current liabilities 3 086 3 372
Capitalised finance leases 1 448 1 444
Liabilities - interest-bearing 748 722
- non-interest-bearing 580 551
Post-retirement medical liability 195 153
Deferred taxation 115 502
Current liabilities 7 528 6 677
TOTAL EQUITY AND LIABILITIES 32 184 17 253
Net asset value per N ordinary share (cents) 6 135 2 420
Abridged Consolidated Cash Flow Statement
Year ended Year ended
31 March 31 March
2007 2006
R`m R`m
Cash flow from operating activities 3 523 3 166
Cash flow utilised in investment activities (5 394) (335)
Cash flow from financing activities 6 407 25
Net increase in cash and cash equivalents 4 536 2 856
Calculation of Headline and Core Headline Earnings
Year ended Year ended
31 March 31 March
2007 2006
R`m R`m
Net profit attributable to shareholders 1 999 3 161
Adjusted for:
- impairment of goodwill and other assets 111 69
- profit on sale of property, plant and (5) (17)
equipment
- loss/(profit) on sale of investments 279 (13)
- discontinuance of operations - (1 032)
- impairment of equity-accounted 176 -
investments
Headline earnings 2 560 2 168
Adjusted for:
- profit from discontinued operations - (32)
- creation of deferred tax assets (30) (42)
- amortisation of intangible assets 173 51
- fair value adjustments and currency 109 (118)
translation differences
Core headline earnings 2 812 2 027
Supplementary Information
Year ended Year ended
31 March 31 March
2007 2006
R`m R`m
Depreciation of property, plant and 671 596
equipment
Amortisation of intangible assets 173 96
Share-based payment expenses (IFRS 2) 200 135
Other (losses)/gains - net (28) -
- profit on sale of property, plant and 9 17
equipment
- impairments of goodwill and intangible (38) (69)
assets
- impairments of tangible assets (75) -
- dividends received 4 2
- fair value adjustment on shareholder 72 50
liabilities
Net finance costs 376 (16)
- interest received (290) (279)
- interest paid 125 98
- interest on finance leases 174 177
- net foreign exchange differences 372 (5)
- net fair value adjustments on 65 (7)
derivatives
- preference dividends received (70) -
Investments and loans 9 665 1 297
- listed investments 1 543 1 163
- unlisted investments 8 122 134
Market value of listed investments 15 123 6 506
Directors` valuation of unlisted investments 8 122 134
Commitments 5 478 2 860
- capital expenditure 887 445
- programme and film rights 2 024 1 426
- network and other services commitments 1 899 364
- operating lease commitments 470 359
- set-top box commitments 198 266
Abridged Consolidated Statement of Changes in Equity
Year ended Year ended
31 March 31 March
2007 2006
R`m R`m
Balance at beginning of year 7 204 5 068
Movement in treasury shares (210) 65
Share capital and premium issued 7 433 106
Foreign currency translation 1 231 (14)
Movement in fair value reserve - (24)
Movement in cash flow hedging reserve 24 (1)
Movement in share-based compensation reserve 146 135
Transactions with minority shareholders 4 003 (1 113)
Net profit for the period 2 191 3 318
Dividends (452) (336)
Balance at end of year 21 570 7 204
Segmental Review
Revenue
2007 2006
R`m R`m %
Electronic media 13 223 10 296 28
- pay television 11 214 8 903 26
- internet 1 143 975 17
- conditional access 775 352 +100
- broadband technologies 91 66 38
Print media 6 308 5 437 16
- newspapers, magazines and printing 4 680 3 983 17
- book publishing and private education 1 628 1 454 12
Corporate services (23) (27) -
19 508 15 706 24
Ebitda
2007 2006
R`m R`m %
Electronic media 3 700 2 930 26
- pay television 3 811 3 105 23
- internet 19 (41) +100
- conditional access 139 19 +100
- broadband technologies (269) (153) (76)
Print media 858 818 5
- newspapers, magazines and printing 768 745 3
- book publishing and private education 90 73 23
Corporate services (55) (52) -
4 503 3 696 22
Operating profit before
amortisation and other
gains/(losses)
2007 2006
R`m R`m %
Electronic media 3 227 2 496 29
- pay television 3 424 2 761 24
- internet (30) (105) 71
- conditional access 123 5 +100
- broadband technologies (290) (165) (76)
Print media 663 659 1
- newspapers, magazines and printing 606 616 (2)
- book publishing and private education 57 43 33
Corporate services (58) (55) -
3 832 3 100 24
Operating profit
2007 2006
R`m R`m %
Electronic media 3 131 2 458 27
- pay television 3 459 2 785 24
- internet (102) (162) 37
- conditional access 64 - +100
- broadband technologies (290) (165) (76)
Print media 559 604 (7)
- newspapers, magazines and printing 549 612 (10)
- book publishing and private education 10 (8) +100
Corporate services (59) (58) -
3 631 3 004 21
Commentary
GROUP OVERVIEW
The group continued to experience favourable macro-economic conditions in
the key markets in which it operates. This is reflected in group
revenues, which grew 24% to R19,5 billion and core headline earnings
which grew 39% to R2,8 billion.
The year was characterised by an acceleration of new investments and the
introduction of Black Economic Empowerment shareholders into all our
major South African businesses.
New investments concluded over the past year totalled R5,3 billion. The
major investments were:
* a 30% stake in a Brazilian media company, Abril S.A., for a cash
consideration of US$422 million
* a 30% stake in Mail.ru, a leading Russian internet company for a cash
consideration of US$165 million
* an additional 12% interest in NetMed NV in Greece for a cash
consideration of euro 67 million
* the CryptoTec conditional access business in the Netherlands, acquired
from Philips, for a cash consideration of euro 34 million.
In addition, Johncom`s 39% interest in M-Net/SuperSport, the
consideration being 20,9 million Naspers N ordinary shares and R250
million cash. This transaction is subject to the approval of the
Competition Tribunal.
The group has also invested heavily over the past few years in developing
new technologies and business opportunities. These developments are
focused largely on broadband, print media, the internet and mobile
television. In aggregate, this business development expenditure amounted
to R876 million (2006: R535 million) in the current year.
In addition, capital expenditure of R890 million was incurred, mostly to
meet capacity demands in the South African print media business.
In funding all these activities, the group incurred a net cash outflow in
the year of R2,6 billion. In March 2007 given favourable market
conditions, the group placed 45,6 million new Naspers N ordinary shares
in the market and raised a net R7,2 billion. This capital will be used to
fund our international strategy.
The group has experienced tremendous growth in recent years. This is
reflected in core headline earnings per share, which shows an annual
compounded growth in excess of 65% over the past three years. Whilst this
historic growth rate is pleasing, it is unrealistic to expect it to
continue.
Looking forward, the group is set to continue its expansion through a
combination of organic growth in existing businesses and new investments
in either established or start-up operations. The former is, to a large
degree, reliant on continued macro-economic expansion in key markets; the
latter on identifying investment opportunities in chosen markets at
reasonable valuations.
We anticipate that business development expenditure in the year ahead
will accelerate, with an increased impact on earnings and cash flows.
FINANCIAL REVIEW
The group reported revenue growth of 24% to R19,5 billion over the
period. Our electronic media assets grew revenues by 28%, whilst print
media continued to experience positive advertising revenue growth on the
back of strong macro-economic conditions, and grew revenues by 16%.
Operating profit before amortisation and other gains/losses grew to R3,8
billion (2006: R3,1 billion) notwithstanding the incurrence of business
development costs of R876 million (2006: R535 million).
Net finance costs for the period were R376 million and include interest
income on net cash deposits of R165 million, imputed interest paid on
finance leases of R174 million, preference dividend income of R70 million
and an aggregate amount of R437 million in respect of foreign currency
translation differences and fair value adjustments where we are required
to "mark to market" foreign assets and liabilities, and to reflect such
adjustment as a cost in the income statement. Included, and as reported
at the interim period, is a foreign currency translation loss of R260
million. This accounting loss arises from partly settling a net
investment in a foreign subsidiary which, as it is of a capital nature,
is reversed for the purpose of calculating headline earnings.
The group`s share of earnings from its equity associates improved
strongly to R339 million and relates mainly to Tencent in China.
As reported at the interim period the share price of Beijing Media
Corporation Limited, a company listed on the Hong Kong Stock Exchange, in
which we have an interest of 9,9%, is below the level at which we bought.
Whilst positive about medium-term prospects, we believe it prudent to
record an equity investment impairment charge of R150 million.
The net effect of the above is headline earnings for the period of R2,6
billion and core headline earnings of R2,8 billion. The "Calculation of
Headline and Core Headline Earnings" is detailed below.
As regularly reported to shareholders, the board remains of the view that
core headline earnings is an appropriate measure of the sustainable
operating performance of the group, as it adjusts for non-recurring and
non-operational items.
ELECTRONIC MEDIA
Pay television
The pay-television segment recorded an increase in revenue of 26%,
largely from a net increase of 200 000 subscribers to 2,2 million. The
switch by analogue subscribers to our digital services continued and 88%
of the base now subscribes to a digital service.
Whilst operating profits before amortisation and other gains/losses grew
to R3,4 billion, margins were under pressure because of business
development costs of R260 million, mostly for the development of mobile-
television services.
Looking forward, whilst further growth in subscriber numbers is possible,
competition is increasing, particularly on the African continent. This is
expected over time to increase the cost of sport and other programming
rights.
Internationally, the launch of commercial mobile-television services is
still in its infancy. Business models are unclear and will evolve as
platforms launch. Whilst risky, the development of these services creates
the opportunity for our group to build new mobile broadcast platforms in
our existing and new markets using digital video broadcast handheld (DVB-
H) and other technologies.
South Africa:
In South Africa the subscriber base grew by 140 000 to end the year at
just below 1,4 million households. The lower-priced Compact bouquet,
refreshed with additional channels, grew by 63 000 to 106 000 households.
The number of homes with personal video recorders (PVRs) reflected strong
growth, with 133 000 active subscribers at year-end.
The Independent Communications Authority of South Africa (Icasa) is
issuing subscription broadcasting licences in South Africa. Eighteen
licence applications were received by Icasa and it is expected that
licences will be issued in the year ahead, resulting in new competitors
entering the pay-television market in South Africa.
The trial mobile-television broadcast service made progress with
technical and content enhancements, which included the broadcast of the
2006 FIFA World Cup Soccer tournament.
Sub-Saharan Africa:
The sub-Saharan subscriber base grew by 85 000 subscribers for the year
to 470 000 households. Growth continues to come mostly from Angola and
Nigeria.
We continue to focus on customising content for this market. The total
number of African public and commercial free-to-air channels carried on
the DStv service increased to 17. Various M-Net and SuperSport channels
were expanded into 24-hour channels and customised for this market.
A mobile-television broadcast service in Namibia was extended from a
trial into a commercial service. Licences are being pursued in a number
of other African countries.
The regulatory environment in sub-Saharan Africa remains unpredictable.
Mediterranean:
In Greece the subscriber base grew by a net 20 000 to 330 000 households.
New distribution platforms were deployed with SuperSport events being
streamed via the internet, sports highlights distributed to mobile phone
users and IPTV services deployed for the first time.
In Cyprus the contract to administer the analogue base on behalf of a
third party was terminated and resulted in a loss of some 43 000 analogue
subscribers. There are currently 15 000 subscribers to the digital
service.
The Greek regulatory framework for the digitisation of the terrestrial
networks is taking shape and may bring further opportunities, although
the timetable remains uncertain.
Conditional access
The Irdeto content security business had a good year, more than doubling
revenues to R775 million. This growth was due to orders from new and
existing customers, as well as from the Philips CryptoTec business
acquired in April 2006. Irdeto continued to increase its performance in
emerging markets.
Irdeto continued its participation in mobile-television technical trials
worldwide as operators prepare for commercial launches. This included
supporting initiatives with DStv in Africa as well as trials in Hungary,
Spain and France. Irdeto has now supplied more than three million
security devices to TU Media, the mobile-television business in South
Korea.
Broadband technologies
Globally, the broadband market continues to expand and has passed 230
million users. This has created opportunities for delivery of content,
applications and other broadband services. Against this backdrop, Entriq
in the USA continues to invest in broadband technologies and application
services for distribution to broadband connected PCs, mobile devices and
televisions.
Entriq supplies pay-media services to first-tier sports leagues including
MLB (Major League Basketball), UEFA (Union of European Football
Associations), and WWE (World Wrestling Entertainment). Other major
clients include NBC Universal (USA) and ProSieben (Germany), MTV radio
services on mobile and Channel 5 in the UK.
Although Entriq has gained traction with revenues growing 38%,
substantial investment is expected in the short term to consolidate the
progress achieved.
Internet
The internet segment reported revenue growth of 17% to R1,1 billion. This
excludes the equity-accounted earnings of Tencent and Mail.ru. The group
remains focused on emerging markets. In China Tencent extended its
leading position in a fiercely competitive market. In Russia Mail.ru, a
leading Russian portal, continued to develop its business model. In India
we recently launched a start-up internet operation. In South Africa and
sub-Saharan Africa we continue to expand our internet activities.
China:
Tencent consolidated its position as the leading Chinese internet
business and expanded its product offering. Peak concurrent users grew
from 19,7 million to 28,5 million over the year, whilst internet value-
added services subscribers grew from 13,5 million to 15 million. The
Tencent portal, QQ.com, is ranked number one in China by Alexa.com. Peak
concurrent users to the leading Tencent-owned Chinese casual games portal
grew from 2,7 million to 3,4 million.
Tencent contributed R343 million to the group`s core headline earnings.
Russia:
In December 2006 MIH acquired a 30% stake in Mail.ru, the leading Russian
portal. Under the guidance of a strong local management team, Mail.ru has
attained a leading position and is currently the most popular Russian
website.
Core products are e-mail and instant messaging, which are integrated into
local service offerings like online photo and video albums, blogs, scraps
and various other social interaction products. Mail.ru derives the major
share of its revenues from advertising.
Africa:
M-Web maintained its leading position in South Africa where the slow
deregulation of Telkom continues to hamper growth. Subscribers in South
Africa total 340 000. M-Web was awarded trial WiMax frequencies and is
rolling out a trial network utilising wireless technologies to deliver
broadband services to the home. M-Web hopes to receive permanent WiMax
frequencies later this year.
Thailand:
Sanook! extended its leading position as a Thai portal during the year
and achieved 16 million daily page views. Sanook! offers, amongst others,
the most comprehensive local search and web-indexing service in Thailand
and achieved 850 000 active QQ users.
India:
India is amongst the fastest growing internet markets in the world.
Whilst the market is growing rapidly, an opportunity exists to develop an
internet product focused on the youth community and local search. To tap
into this opportunity, we recently launched an internet service in India,
branded Ibibo. This is a start-up operation, which we expect to build
over the next few years, calling on our internet experience and skills
learnt in other markets.
PRINT MEDIA
Newspapers, magazines and printing
This segment grew revenues by 17%, largely due to advertising revenue
growth. Growth in operating profits before amortisation and other
gains/losses was flat due to the incurrence of business development costs
of R223 million (2006: R130 million), mostly for the launch of new titles
and the development of new markets.
In the newspaper business, Daily Sun`s audited circulation grew to more
than 500 000 per day, making it the biggest daily in Africa. The weekly
soccer tabloid, Soccer Laduuuuuma!, reached record circulation heights
above 320 000. Additional community newspapers were launched, including a
larger portfolio of the City Vision emerging-market product and eight
zoned editions of the People`s Post newspaper in the Western Cape. The
free community magazine, My Week, was launched, currently comprising
seventeen editions with a total print run of 422 000.
Media24 Magazines had an active year, launching a number of new titles,
including InStyle, True Love babe and Men`s Health Living. A number of
motoring titles were acquired during the year including topCar, Topbike,
topdeals and DriveOut. An Afrikaans motoring magazine called topMotor was
launched to partner with topCar.
Media24 is the top internet publisher in South Africa. The 24.com
internet venture was established - combining Media24 Digital and relevant
elements from M-Web South Africa, and recorded increased revenues as the
internet develops into an important media channel. The 24.com portal was
successfully launched and is showing rapid growth. A variety of the sub-
brands, including News24.com, Health24.com, Property24.com, Fin24.co.za
and Wheels24.co.za, are leaders in their niche fields. The number of
Property24.com subscribers continues to grow and this joint venture with
Absa is profitable, as are most of the established internet business
units.
Paarl Media:
Paarl Media, the printing business, had a good year with strong volumes
at the new printing plant, Paarl Web Gauteng, requiring the need for an
additional press to be commissioned later in 2007. Additional printing
equipment has also been ordered for Paarl Print and Paarl Web to cope
with increased business volumes.
Book publishing and private education:
The publishers and agents continued their improvement from last year. In
particular, school book publishers Nasou Via Afrika posted a solid
performance. As part of the process of refocusing on publishing, the
religious book retailing chain, Lux Verbi Retail, was sold. Subsequent to
March 2007, Van Schaik Retail was sold subject to Competition Commission
approval.
In the private education business, the performance of the face-to-face
units was disappointing. Whilst some progress was made with the
restructuring of Damelin, it will take time before this business performs
optimally. A number of non-core units were disposed of ICG, the distance
education unit, had a good year with increased student numbers.
Print international:
The group continues to seek print media opportunities in the leading
emerging markets.
Abril S.A., the leading magazine publisher in Brazil, performed to
expectation and contributed R82 million to the group`s core headline
earnings.
Beijing Media Corporation Limited, in which the group has a 9,9%
interest, had a challenging year due to advertising regulations
negatively affecting the newspaper industry.
The group acquired a 20% interest in Titan Media, a leading sports
publisher in China.
In Africa, DRUM (East Africa), KICKOFF (West Africa), TRUE LOVE (East and
West Africa) and tv24, an Angolan TV listings magazine, continue to be
developed.
BLACK ECONOMIC EMPOWERMENT (BEE)
Naspers supports the aim to incorporate previously disadvantaged
communities into South Africa`s mainstream economy. Over the past year
the group made significant progress in dealing with BEE equity ownership
in its South African businesses.
The Welkom Share Scheme launched in 1999 matured in September 2006,
generating an excellent return for participants. The total amount paid to
BEE participants was R235 million.
Over the past year the group undertook two major empowerment schemes in
its South African businesses.
Media24 launched the broad-based Welkom Yizani empowerment scheme, which
offered eligible participants an opportunity to invest in Media24. The
offer was three times subscribed with 107 000 BEE shareholders acquiring
a 15% equity interest in Media24.
MultiChoice South Africa (MCSA) launched the Phuthuma Nathi and Phuthuma
Nathi 2 empowerment schemes, together offering eligible Black Persons and
Groups an equity interest of 22,5% in MCSA`s pay-television and internet
businesses. The offer was also three times subscribed, with some 120 000
BEE applicants now shareholders in MCSA.
In addition to these broad-based equity offerings our South African
businesses continue to develop elements relating to skills development,
employment equity, procurement, corporate social investment and
enterprise development.
DIVIDEND
The board has recommended that the annual dividend be increased by 30% to
156 cents (previously 120 cents) per N ordinary share, and 31 cents
(previously 24 cents) per unlisted A ordinary share. If approved by the
shareholders, the dividends are payable to shareholders recorded in the
books on 7 Friday, September 2007 and will be paid on 10 Monday,
September 2007. The last date to trade cum dividend will be on 31 Friday,
August 2007.
BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The financial results are prepared in accordance with International
Financial Reporting Standards (IFRS), the requirements of the South
African Companies Act, No 61 of 1973, and the Listings Requirements of
the JSE Limited (Listings Requirements). A copy of the unqualified audit
opinion of the auditor, PricewaterhouseCoopers Inc., is available for
inspection at the registered office of the company.
CHANGES IN ACCOUNTING TREATMENT
IAS 28 "Investments in Associates"
The group changed its accounting policy for associated companies with
December financial year-ends by adopting a three-month lag period in
reporting their results. The decision to account for these investments
for the twelve months to 31 December rather than to 31 March is a change
in accounting policy and the group has accordingly restated its
comparative information at 31 March 2006 in accordance with IAS 8
"Accounting Policies, Changes in Accounting Estimates and Errors". The
effect of the change on the group`s reported results is a net decrease in
its share of equity-accounted results of R56 million for the year ended
31 March 2006.
Amendment to IAS 21 "The Effects of Changes in Foreign Exchange Rates"
The group has adjusted its reported results to reflect the amended
accounting treatment for monetary items in terms of IAS 21 as it relates
to its net investment in foreign operations. The effect of the amendment
on the group`s reported results is a net decrease in its finance costs of
R27 million for the year ended 31 March 2006. The group has restated its
results accordingly. The effect on equity on 1 April 2005 was a net
decrease of R25 million.
IAS 39 "Financial Instruments: Recognition and Measurement"
The group regularly enters into long-term US dollar-based contracts that
relate to the purchase of film and television programme content. At 31
March 2006 the group recorded approximately R162 million as US dollar
foreign currency embedded derivative assets. During the past financial
year, IFRS interpretation in South Africa concluded that the US dollar is
currently "commonly used" by South African entities in the import and
export environment. Accordingly, the group re-assessed its contracts
under these changed circumstances and has ceased to separate these
embedded derivatives as from 1 April 2006. This has resulted in the de-
recognition of these US dollar embedded derivative assets in the 2007
financial year.
SIGNIFICANT ACQUISITIONS
In April 2006 the group acquired the CryptoTec conditional access
business and the total purchase consideration was allocated, based upon
an appraisal, to net assets.
In May 2006 the group acquired a 30% interest in Abril S.A. and the total
purchase consideration was allocated, based on an appraisal, as follows:
net assets (R516,9 million) and the remaining balance to goodwill.
In August 2006 the group acquired a 20% interest in Titan Media for a
cash consideration of approximately R114 million. The total purchase
consideration was allocated based upon an appraisal, as follows: net
assets (R108,9 million) and the remaining balance to goodwill. It is
anticipated that an additional shareholding for approximately US$13,5
million will be acquired in Titan, increasing the group`s investment to
37%. This amount has been reflected as a commitment.
In December the group acquired a 30% interest in Mail.ru. The group is
currently finalising the purchase price allocation.
STOCK EXCHANGE LISTINGS
Naspers`s primary listing is on the JSE Limited (JSE). It also has a
secondary listing on the NASDAQ Stock Market (NASDAQ) in New York with an
American Depository Receipt (ADR) program. Subsequent to the year-end,
the company decided to delist its American Depositary Shares (ADSs) and
terminate its registration of the ADSs with the US Securities and
Exchange Commission (SEC). Naspers will convert its current ADR program
into a Level I ADR program to allow current ADR holders the option to
continue to hold ADRs.
Naspers also intends making application to list a Depository Receipt
program on the London Stock Exchange (LSE) to provide a platform for
international investors who wish to trade in Naspers N ordinary shares
other than on the JSE. The listing on the LSE is expected to become
effective during the third quarter of the 2007 calendar year.
The company`s decision to delist from NASDAQ is based on the high costs
of maintaining its listing and registration in the USA and complying with
US obligations, especially the provisions of the Sarbanes-Oxley Act of
2002. Naspers believes that the resulting savings in costs and management
time will benefit Naspers and its shareholders, while the continued
trading of the company`s N ordinary shares on the JSE will provide
liquidity to its shareholders and access to capital for Naspers.
Naspers`s primary listing will remain on the JSE. Accordingly, it is
subject to the JSE Listings Requirements, high corporate governance
standards as reflected in King II, as well as laws applicable to publicly
listed companies in South Africa.
The group took the necessary steps to ensure that its internal controls
over IFRS financial reporting were compliant with the provisions of
Section 404 of the Sarbanes-Oxley Act by 31 March 2007.
On behalf of the board
Ton Vosloo Cobus Stofberg
Chairman Acting chief executive
Cape Town
26 June 2007
Directors
T Vosloo (chairman), F-A du Plessis, G J Gerwel, R C C Jafta, L N Jonker,
S J Z Pacak, F T M Phaswana, B J van der Ross, N P van Heerden, J J M van
Zyl, H S S Willemse
Company secretary
G M Coetzee
Registered office Transfer secretaries
40 Heerengracht, Cape Town, 8001 Link Market Services South Africa
(Proprietary) Limited
(P O Box 2271, Cape Town, 8000) Fifth Floor, 11 Diagonal Street,
Johannesburg, 2001
(P O Box 4844, Johannesburg,
2000)
ADR programme
The Bank of New York maintains a Global BuyDIRECT(TM) plan for Naspers
Limited. For additional information, please visit The Bank of New York`s
website at www.globalbuydirect.com or call Shareholder Relations at 1-888-
BNY-ADRS or 1-800-345-1612 or write to: The Bank of New York Shareholder
Relations Department - Global BuyDIRECT(TM), Church Street Station, P O
Box 112588, New York, NY 10286-1258, USA.
For a more detailed exposition, visit the Naspers website at
www.naspers.com
Date: 26/06/2007 09:00:03 Produced by the JSE SENS Department.
